UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 AMENDMENT NO. 2
                                       TO
                                   FORM 10-QSB

(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                      For the Quarter Ended March 31, 2005

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                       Commission File Number: 000-1084047

                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)

                California                              95-4691878
                -----------                             ----------
       (State or Other Jurisdiction        (I.R.S. Employer Identification No.)
     of Incorporation or Organization)

      100 North Tampa Street, Suite 2410, Tampa, FL         33602
      ---------------------------------------------         -----
        (Address of Principal Executive Offices)         (Zip Code)


                                 (813) 387-3310
              (Registrant's Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:

                                                   None

Securities Registered Pursuant to Section 12(g) of the Act:

                                                   Common Stock, $.001 par value

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

There were 55,586,198 shares of common stock,  $0.001 par value,  outstanding as
of May 19, 2005.

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<PAGE>

                                EXPLANATORY NOTE

      The  purpose  of  this  Amendment  No.  2 is to  file  properly  conformed
certifications  in exhibits  31.1 and 31.2.  Accordingly,  this  Amendment No. 2
consists only of the facing page, this Explanatory Note, the Signature Page, the
Exhibit Index,  and the conformed  certifications.  No changes have been made to
Parts I or II, or  exhibits  32.1 and 32.2,  of the Form  10-QSB for the Quarter
Ended March 31, 2005.



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<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                        Innovative Software Technologies, Inc.


Date: October 10, 2005                  /s/ Peter M. Peterson
                                        ----------------------------------------
                                        Peter M. Peterson
                                        Chairman of the Board,
                                        Chief Executive Officer, and President


                                        /s/ Christopher J. Floyd
                                        ----------------------------------------
                                        Christopher J. Floyd
                                        Chief Financial Officer,
                                        Vice President of Finance, and Secretary


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<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number                                      Description


31.1        Certification  of Chief  Executive  Officer of  Innovative  Software
            Technologies,  Inc.  pursuant to Rule  13a-15(e) or 15d-15(e) of the
            Securities Exchange Act of 1934, as amended.

31.2        Certification  of Chief  Financial  Officer of  Innovative  Software
            Technologies,  Inc.  pursuant to Rule  13a-15(e) or 15d-15(e) of the
            Securities Exchange Act of 1934, as amended.

32.1(a)     Certification  of Chief  Executive  Officer of  Innovative  Software
            Technologies, Inc. pursuant to 18 U.S.C. 1350.

32.2(a)     Certification  of Chief  Financial  Officer of  Innovative  Software
            Technologies, Inc. pursuant to 18 U.S.C. 1350.

(a)   Previously filed.



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